Interpretation

Law imputes to person intention corresponding to R’BE INTERP of his words and acts by the addressee. (Lucy)

1

R’ble addressee is presumed to know all that actual addressee knew

C

Areas of inquiry, in order of preference:

1

Parties’ language and conduct in forming agr’t

2

Course of perf

3

Course of dealing

4

Trade usage

II

Exceptions

A

If parties attach diff meanings to term, and neither party knows that the other holds a diff meaning, and two meanings are not equally r’ble, more r’ble meaning prevails. (See Rest § 201(2)(b)) (Lucy)

B

If parties attach diff meanings to a term, neither party knows that the other holds a diff meaning, and two meanings are equally r’ble, neither meaning prevails. (See Rest § 201(1)) (Peerless)

C

If both parties attach same meaning to a term, that meaning prevails even though it is unr’ble. (See Rest § 201(1)) (dicta in Mcc-Marble)

D

If parties attach diff meanings X and Y to a term, and A knows B attaches meaning Y while B doesn’t know A attaches meaning X, meaning Y prevails even if it is less r’ble than X. (See Rest § 201(2)) (Mcc-Marble)

III

Missing / indefinite terms

A

Where a term in a K is missing, term may not be supplied by conjecture. (Morse)

1

But if the term may r’bly be inferred from circums and parties’ intent, ct may read a term that is r’ble in circums into the K. (Haines) (Morse) (Rest § 204)